Bylaws of the Board of Regents of Washington State University
Article I: Officers of the Board
1. Membership.
The governance of Washington State University
(University) shall be vested in a Board of Regents
(Board) consisting of ten members (Regents), one of who
shall be a student.
2. Designation.
The Officers of the Board shall consist of a President,
who shall also be known as the Chair of the Board
(Chair), and a Vice Chair, Secretary, and
Treasurer.
3. Election
and Appointment Process. At its regular meeting
held after the first Wednesday in April of each year, the
Board shall elect by majority vote, as defined in Article
II, Section 6, a Chair and Vice Chair, as nominated by
the Executive Committee, based upon the advice of the
Board and in consultation with the President of the
University. The Chair and Vice Chair shall hold
office for a one-year term, commencing on May 16 or until
their successors are elected.
The President of the
University shall serve as Secretary of the Board as
prescribed by RCW 28B.30.135. Secretary of the
Board, where used in these Bylaws hereinafter, shall
refer to the President of the University.
The Treasurer of the Board shall
be the Vice President for Business and Finance of the
University, unless the Board in its discretion appoints
another individual to this office.
4. Chair.
The Chair of the Board shall preside at all meetings of
the Board and shall sign all written instruments on
behalf of the Board that are necessary to implement
programs and policies which have been approved by the
Board. The Chair of the Board shall have the
authority and responsibility to perform the duties
customarily attached to the office and shall have such
other authority and duties as prescribed by these Bylaws
and the Board.
5. Vice
Chair. The Vice Chair of the Board shall have
the authority perform the duties of the Chair of the
Board in the event of the Chair’s absence or
incapacity. The Vice Chair may have such other
authority and duties as prescribed by these Bylaws and
the Board.
6. Secretary.
The Secretary of the Board shall not have the right to
vote. The Secretary shall be responsible for giving
notice of all meetings of the Board, and recording and
keeping of the minutes of the proceedings of the Board;
shall be the custodian of all official records of the
Board; shall attest all instruments required to be signed
by the Chair of the Board; and shall perform all the
duties pertaining to the office and do all other things
required by the Board.
7. Treasurer.
The Treasurer shall not have the right to vote. The
Treasurer shall be the financial officer of the Board and
shall render a true and faithful account of all moneys
received and paid out.
8. Vacancies
in Office. In the event of resignation,
disability, or death of the Chair of the Board, the Vice
Chair of the Board shall assume the office of the
Chair. In the event of a vacancy in the office of
the Vice Chair, the vacancy shall be filled by a majority
vote of the Board in the same manner as is provided in
Article I, Section 3, of these Bylaws.
Article II: Meetings of the Board
1. Regular
Meetings. Regular meetings of the Board shall
be held pursuant to a schedule adopted yearly by
resolution of the Board. There shall be no fewer
than six (6) meetings scheduled on a yearly basis. The
Secretary of the Board, with the concurrence of the Chair
of the Board, may cancel or change the date of any
regular meeting. All such regular meetings will be
conducted in conformance with the laws of the state of
Washington governing such meetings.
2. Special
Meetings. The Secretary or the Chair of the
Board, or a majority of the members of the Board of
Regents, may call a special meeting at any time.
Not less than twenty-four (24) hours before any special
meeting, the Secretary of the Board shall have notified
each member of the Board by written notice of the time,
location, and the business to be transacted at the
meeting. Such notice shall be distributed and
posted, and such meeting shall be conducted in accordance
with the laws of the state of Washington governing such
meetings.
3. Committee
Meetings. Board committees, as provided for in these
Bylaws, may be held before regular or special meetings,
or at such time and such place as the Committee Chair may
direct from time to time. All committee meetings shall be
held in conformance with the laws of the state of
Washington governing such meetings.
4. Notice
and Agenda for Regular Meetings. Not less than
seven (7) calendar days before any regular meeting, the
Secretary of the Board shall transmit a meeting agenda to
each member of the Board.
5. Addenda
to the Agenda of Board Meetings. Those
University officials who are authorized to bring agenda
items to the Board may propose addenda to a regular
meeting agenda in exceptional circumstances, such as when
prompt Board attention is required and the need to place
the matter on the agenda was unforeseen, with the
concurrence of the Secretary of the Board. Items
added to the agenda by University officials must be
submitted to the Board not less than twenty-four (24)
hours prior to a regular meeting. Material must be
submitted through the Secretary of the Board and must be
in accordance with guidelines and procedures established
for the submittal of items for the agenda.
The Board may add items to the
agenda of a regular meeting, and take final action upon
such additions, at any time prior to the conclusion of
the meeting.
The Board may add items to the
agenda of a special meeting at any time prior to the
conclusion of the meeting, except that final disposition
may not be taken on any matter added to the agenda unless
timely notice to the addition has been given as required
by law.
6. Quorum.
Six (6) Regents shall constitute a quorum for the
transaction of business at all regular and special
meetings. A majority of the Regents present must
approve all items requiring action by the Board.
7. Minutes.
The Secretary of the Board shall keep the minutes of all
regular and special meetings of the Board. Such
minutes shall be distributed with the agenda in
preparation for the subsequent meeting and, following
approval shall be open to public inspection in the Office
of the President during regular University business hours
and shall also be posted on the University’s Board
of Regents Web Page.
8. Public
Meetings. Regular and special meetings of the
Board and Committees shall be open to the public, except
for executive sessions, which may be held as permitted by
applicable laws of the state of Washington.
9. Executive
Sessions. During any regular or special meeting
of the Board, the Board may hold an executive session to
discuss matters as permitted by applicable laws of the
state of Washington.
10.
Communications to the Board. Any person who
wishes to bring a matter to the attention of the Board
may do so by submitting written communication to the
Board at the following address: c/o Office of the
President, Washington State University, P.O. Box 641048,
Pullman, Washington 99164-1048.
11. Appearance
Before the Board. The meetings of the Board are
intended for presentation of agenda items by the chairs
of the Committees, the University President, the
University Provost, and the University Vice Presidents
for discussion and action by members of the Board.
Where appropriate, public testimony regarding a special
issue may be permitted provided that the hearing of such
testimony has been approved by the University President
and the Chair of the Board. The Chair of the Board
may reasonably limit the total amount of time allocated
for public testimony on particular issues for each
speaker and may limit testimony to assure that it is
germane to the specific matter under consideration.
Individuals seeking to address the Board shall
communicate their request to the University President no
fewer than seven (7) calendar days prior to the regular
meeting.
No officer, faculty, staff, or
other employee or student of the University shall submit
any matter to the Board for official consideration except
as provided by the guidelines and procedures established
for the submittal of items for the
agenda.
12. Guidelines
and Procedures for Submittal of Agenda Items to the
Board. The topics of business to be introduced
at a regular or special meeting shall be included on the
Agenda by observing the following guidelines.
A. Agenda items may be
submitted only by an appropriate University official as
follows: Regent, President, Provost, Vice
Presidents, and Senior Assistant Attorney
General.
B. All
items submitted to the Board for action must first be
submitted to and discussed by the appropriate Committee,
as provided in Article III of these Bylaws, at least one
(1) Committee meeting prior to the meeting at which
action will be requested. This requirement may be
suspended by the Chair of the Board as to any action
item.
C. All
items to be included in the agenda must be submitted in
writing no later than ten (10) days prior to the Board
meeting to the Secretary of the Board, who shall be
responsible for preparation and distribution of the
Agenda, except as otherwise allowed by Article II,
Section 5 of these Bylaws.
13. Rules
of Procedure. Robert’s Rules of
Order, latest revised edition, shall govern all
meetings of the Board, except where such rules of order
are superseded by the Bylaws of the Board or applicable
statutes or regulations.
Article III: Committees of the Board
1. Committees
of the Board. The Committees of the Board shall
be established to facilitate the business of the Board,
communicate with the University administration, study
issues of concern to the Board and matters to be brought
before the Board, and to provide recommendations to the
Board for approval.
Following Board elections, as
outlined in Article I, Section 3, the Chair of the Board
shall make committee appointments, including an
appointment of a chairperson to each of the Committees.
Each Committee shall consist of at least three (3)
members, including the Committee chairperson and a member
of the Executive Committee. The student Regent shall
serve on the Academic and Student Affairs
Committee.
No Committee may act for the
Board on matters requiring Board action, except for the
Executive Committee as noted under Subsection A
below. All Committees shall refer such matters to
the Board for appropriate action in a regular or special
meeting.
A.
Executive Committee – The
Executive Committee is the governance committee of the
Board. It shall consist of the Chair of the Board, the
Vice Chair of the Board, and the immediate past chair of
the Board. The President of the University shall serve as
an ex officio member of the Committee.
The
Committee membership shall change concurrent with the
schedule for Board elections as outlined in Article I,
Section 3, of these Bylaws.
The
Executive Committee shall have a broad mandate from the
Board to work with the Board Chair and the President of
the University to help the Board function effectively and
efficiently. It shall be vested with the authority to act
on behalf of the Board on emergency matters that cannot
or should not be delayed until the Board’s next
regularly scheduled meeting or until a special meeting of
the full Board is called, such action taking place at a
meeting of the Executive Committee that has been properly
noticed in accordance with the requirements of Washington
law. The Committee’s responsibilities shall, at a
minimum, include:
(1)
Ensuring that a substantive orientation process is in
place for all new board members;
(2)
Overseeing, or determining with the Board Chair and
University President, the timing and process of periodic
board self assessment;
(3)
Encouraging Board members to participate periodically in
in-service education opportunities;
(4)
Ensuring the Board adheres to its rules of conduct and
the Washington State Ethics in Public Service Law;
(5)
Supporting and advising the University President when
needed and monitoring the President’s performance
and compensation.
In sum, this Committee is responsible for good
governance, and shall review and recommend to the Board
policies and practices affecting the performance of the
governing board and its members in service to Washington
State University and to the public trust.
B. Academic and Student
Affairs Committee – This Committee may
consider matters relating to curricula, faculty affairs,
student affairs, equity and diversity affairs,
information technology, and enrollment management, and
transmit its recommendations regarding these matters to
the full Board.
The President shall appoint ex officio members from among
the officers of the University who shall be responsible
for the agenda and for transmitting Committee
recommendations to the Board.
Matters within the purview of this committee include, but
are not limited to:
(1) Academic Policy. This
Committee shall consider and make recommendations on
matters relating to the educational policies of the
University, including curriculum; instruction;
educational technology; distance learning; research;
public service; admission requirements; the establishment
and disestablishment of educational and research units;
and the establishment and disestablishment of degree
programs.
(2) Enrollment Management and
Planning. This Committee shall consider and make
recommendations on matters pertaining to enrollment
management and planning for the University, including
enrollment levels for each campus, overall levels of
undergraduate and graduate enrollment, and graduation
rates. It will also consider issues related to student
service areas of the University, including admissions,
registration, financial aid, student advising, and
housing.
(3) Faculty Affairs. This
Committee shall consider and make recommendations on
matters relating to the faculty, including revisions to
the Washington State University Faculty Manual
and composition of the faculty.
(4) Student Affairs. This
Committee shall consider and make recommendations on
matters concerning student programs and services, such as
academic support programs, and concerning the general
welfare of the student body, and shall consider policies
that promote healthy surroundings to ensure student
safety, high-quality environment, and academic
excellence.
(5) Student Fees, Policies, and
Charges. This Committee shall consider and make
recommendations on policies and fees directly affecting
students, such as Housing and Dining policies and fees;
Student Health and Wellness policies and fees; Student
Recreation Center policies and fees; Services and
Activities fee allocations; and policies governing
student discipline, conduct, and student
organizations.
(6) Equity and Diversity
Affairs. This Committee shall consider and make
recommendations on matters relating to equity and
diversity, and assist the Vice President for Student
Affairs, Equity and Diversity to take a leadership role
in these areas.
(7) Information Technology
Policy. This Committee shall consider and make
recommendations on policy matters relating to the use and
acquisition of computer services, telephone services, and
other technologies used or proposed for use by the
University.
C.
External Affairs and Athletics Committee
– This Committee is responsible for review of
activities and marketing efforts of the University. The
President shall appoint ex officio members from among the
officers of the University who shall be responsible for
the agenda and for transmitting Committee recommendations
to the Board.
Matters within the purview of this committee include, but
are not limited to, considering and making
recommendations to the full Board regarding the
following:
(1) External Affairs.
Coordinating policy and planning relative to
institutional relations with outside constituencies. This
may include activities pertaining to government affairs,
alumni affairs, community relations, parent
organizations, the media, and athletics.
(2) Planning. Supporting the
long-range planning efforts of the Board by developing
plans aimed toward elevating the status of public higher
education to all local, state and federal constituencies
and agencies, including the Washington Legislature and
the general public.
(3) Athletics. Reviewing
issues related to the Department of Intercollegiate
Athletics and athletic policies and planning.
(4) Development. Reviewing
policies pertaining to development activities of the
University and the WSU Foundation.
D. Finance and Audit
Committee – This Committee ensures the
fiscal stability and long-term economic health of the
University. It may consider matters relating to the
following: the fiscal and accounting functions of the
University and associated programs and policies; the
University’s real and intellectual properties; the
physical assets of the University; the deployment of
technology by the University; and classified and
administrative/professional employees.
The President shall appoint ex officio members from among
the officers of the University who shall be responsible
for the agenda and for transmitting Committee
recommendations to the Board.
Matters within the purview of this committee include, but
are not limited to, considering and making
recommendations to the Board regarding the
following:
(1) Investments. This
Committee shall be the Board Committee on investments and
shall consider and make recommendations concerning
investment policies and guidelines; monitor the
performance of the treasurer and other officers charged
with implementation of such policies; monitor performance
of the Consolidated Endowment Fund and other managed
funds as reported by the Investment Committee.
(2) Audits. This Committee
shall be the Board Committee on audit. In its audit
function, it will assist the Board of Regents in
fulfilling its oversight responsibilities relating to:
the integrity of the University’s financial
statements, the systems of internal control, the
performance of the auditors and internal audit function,
and the University’s compliance with legal and
regulatory requirements. The Committee shall review all
matters related to audit and provide reports to the
Board, with recommendations when Board action is
required.
a. This Committee, in its audit role, shall
meet a minimum of four times per year to consider
business related to its audit function. Sufficient
opportunity for the internal and independent auditors to
meet with the Committee should be provided. At least
annually, this Committee, as part of its audit function,
shall meet with the internal auditor in the absence of
University officers.
b. This Committee, in its audit role, may
investigate any matter brought to its attention with full
access to all records, facilities, and personnel of the
University and the authority to engage other individuals
as necessary to carry out its duties, consistent with
Washington’s competitive solicitation requirements
and other applicable laws.
c. The responsibilities of this Committee, in
its audit role include, but are not limited to, a review
of the internal audit plan, a review of the audits
completed, and a review of annual audited financial
statements.
(3) Operating and Capital Budget
Endorsement. This Committee shall oversee the annual
and long-range operating and capital budgets for the
University and review and provide recommendations to the
Board concerning all proposed requests for appropriation
of state funds for the University’s operating and
capital budgets, prior to submission to the legislature
or other state authorities.
(4) Borrowing. This Committee
shall consider and make recommendations concerning the
long-term financing of capital projects and any other
borrowing which may be required by the University.
(5) Real Property. This
Committee shall consider and make recommendations
concerning the ownership, management, leasing,
acquisition, and disposition of the University’s
real property.
(6) Intellectual Property.
This Committee shall consider and make recommendations
concerning the University’s intellectual
properties; shall review management of these assets, as
well as technology transfer activities conducted on
behalf of the University by the WSU Research Foundation;
and shall propose policies to ensure that income to the
University will be maximized over the long term.
(7) Trust Lands. This
Committee shall consider and make recommendations for
action, as appropriate, as to matters related to the
University’s trust lands and regularly review the
management of these assets to ensure that they are being
managed in appropriate ways to maximize income to the
University over the long term.
(8) Physical Facilities. This
Committee shall be the buildings and grounds committee of
the board. It shall consider and make recommendations as
to matters relating to the planning, building,
maintenance, operation, and naming of the physical
facilities of the University, and the purchasing of
equipment and supplies utilized by the University.
(9) Information Technology.
This Committee shall consider and make recommendations as
to financial matters relating to the use and acquisition
of computer services, telephone services, and other
technologies used or proposed for use by the
University.
(10) Classified and Administrative/Professional
Employees. This Committee shall consider and make
recommendations as to matters relating to classified and
administrative/professional employees, including
revisions to the Administrative and Professional
Personnel Handbook, composition of the
University’s workforce; and collective bargaining
agreements for those employees who are represented by an
exclusive bargaining representative.
Article IV: Officers of the University
1. University
President. The University President shall be
appointed by the Board (excluding the student Regent) and
shall serve at the pleasure of the Board. The
University President shall be the chief executive officer
of the University and shall be responsible directly to
the Board for the management and conduct of all the
affairs of the University except those which by law,
these Bylaws, or other orders of the Board are the
specific responsibility of other persons or bodies.
The University President is authorized to attend all
regular and special meetings of the Board and its
Committees, unless requested otherwise in specific
instances by the Board or Committee, and is authorized to
bring matters before the Board or any of its Committees
for discussion.
2. Other
Officers. The University President is the
delegated authority to appoint the University’s
Provost, Vice Presidents, Deans, and other officers as
may be necessary for assistance in efficiently carrying
out the responsibilities of the chief executive officer
of the University. All such officers of the
University shall be under the general supervision of and
shall exercise such powers and duties as may be
prescribed by the University President.
Article V: Faculty, Staff, Student, Alumni, and Foundation Representatives
1. The Chair of the Faculty
Senate, the Chair of the Administrative Professional
Advisory Council, the President of the Graduate and
Professional Student Association, the President of the
Associated Students of Washington State University, the
President of the Alumni Association, and the Chair of the
WSU Foundation Board of Governors shall sit as a
representative of their respective organizations with the
Board of Regents at its public meetings.
2. The President or Chair of
each of these organizations may designate the Vice
President or Vice Chair to represent him or her at the
meetings of the Board, but may not designate any other
person.
3. Participation is at the
expense of the organizations of the aforementioned
representatives and not an expense obligation of the
Board.
4. Notice of public meetings
shall be given to such representatives in the same manner
as notice is given to members of the Board.
5. Not less than five (5)
days before any regular meeting, the Secretary of the
Board shall mail to each representative a final Agenda
setting forth the matters that are to be considered at
the meeting.
6. Such representatives
shall be entitled to speak during the public meeting
through scheduled presentations to the Board as set forth
in the Board of Regents meeting Agenda. The
representatives shall not be entitled to vote on matters
brought before the Board.
7. The representative of
each group shall submit a one-page report to the Board to
be included in the Agenda in accordance with the
guidelines for submittal of Agenda material as outlined
in Article II, Section 12, of these Bylaws.
Article VI: Exercise of Powers
1. Suspension of the
Bylaws. Any provision of the Bylaws may be
suspended in connection with the consideration of a
matter before the Board by a majority vote of the members
of the Board.
2. Student
Regent. The student regent shall excuse himself
or herself from participating in or voting on matters
relating to the hiring, discipline, or tenure of faculty
members and personnel per RCW 28B.30.100.
Article VII: Amendments
1. Procedure. These Bylaws may be amended at any regular or special meeting of the Board by the affirmative vote of a majority of the Regents, as defined in Article II, Section 6, of these Bylaws.
Article VIII: Special Provisions Relating to Regents
1. Compensation and
Expenses. No Regent shall receive a salary or
compensation for services as a Regent. Regents
shall be reimbursed for actual expenses incurred by
reason of attendance at any meeting of the Board or in
the performance of other official business of the
University in accordance with RCW 43.03.050 and
43.03.060.